Certara, Inc. 8-K

What Happened

• Certara, Inc. (CERT) filed an 8-K on May 15, 2026 reporting the results of its 2026 Annual Meeting of Stockholders. Stockholders elected three Class III directors—Arjun Bedi, Stephen McLean, and Jon Resnick—each to hold office until the 2029 annual meeting. The meeting also ratified RSM US LLP as the company’s independent registered public accounting firm for 2026 and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers (say-on-pay).

Key Details

• Director elections (term to 2029):
  • Arjun Bedi: For 121,707,485; Withheld 1,028,187; Broker Non-Vote 19,881,657.
  • Stephen McLean: For 99,884,645; Withheld 22,851,027; Broker Non-Vote 19,881,657.
  • Jon Resnick: For 121,713,279; Withheld 1,022,393; Broker Non-Vote 19,881,657.
• Auditor ratification:
  • RSM US LLP ratified as auditor: For 141,730,429; Against 764,353; Abstain 122,547; Broker Non-Vote 0.
• Say-on-pay (non-binding advisory):
  • Approved: For 120,333,107; Against 2,289,297; Abstain 113,268; Broker Non-Vote 19,881,657.

Why It Matters

• Board composition confirmed: Investors can expect continuity in governance with the three Class III directors reelected through 2029. Voting margins, particularly for Stephen McLean, show some dissent that investors may watch in future governance disclosures.
• Auditor stability: Ratification of RSM US LLP provides continuity in the company’s external audit for fiscal 2026.
• Executive pay approved: The non-binding say-on-pay vote passed, indicating stockholder support for executive compensation practices as disclosed in the proxy.